Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 20, 2019

INFINITE GROUP, INC.

(Exact name of Registrant as specified in its charter)

Delaware		0-21816		52-1490422
(State or other jurisdictionof incorporation)		(Commission File Number)		(I.R.S. EmployerIdentification No.)

175 Sully’s Trail, Suite 202

Pittsford, New York 14534

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code: (585) 385-0610

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $.001 Par Value	IMCI	OTC Bulletin Board

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 1 – Registrant’s Business and Operations

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On August 20, 2019, James Villa resigned as Chairman of the Board of the Infinite Group, Inc. (the "Company") to become effective on August 20, 2019. He will remain as President and Chief Executive Officer and a member of the Board of Directors of the Company.

(c) Effective August 20, 2019, the Company appointed Donald J. Reeve, a non-management member of the Board of Directors, as the Chairman of the Board. Mr. Reeve will continue to serve as a member of the Company’s Audit Committee. Mr. Reeve will receive an annual retainer of $12,000, inclusive of all Board meeting and committee meeting attendance fees.

(e) On August 20, 2019, the Board of Directors approved a non-qualified Stock Option Plan authorizing 1,500,000 common stock shares of the Company for award to executives, employees and others subject to Board approval.

The foregoing summary of the Stock Option Plan is qualified in its entirety by reference to the 2019 Stock Option Plan which is attached as Exhibit 10.1 hereto.

Section 9 – Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description

10.1	2019 Stock Option Plan adopted August 20, 2019

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.